We prefer to work with both Buyer & Seller in a non-partisan role as a mediator / consultant / educator in order to inform both parties of the advantages and disadvantages that each issue presents and then advise each party, enabling them to make informed decisions.

We begin with an Engagement Letter which requests certain required information in order to complete the Practice Appraisal and create a baseline of terms and conditions for the general transition plan. The Appraisal determines Fair Market Value in order to set the Purchase Price and Tax Allocation for the transition. The Seller will have a chance to review the Practice Appraisal before a copy is sent to the Buyer. Once both parties agree to the Purchase Price and Tax Allocation, we will prepare first drafts of the Associate Employment Agreement and Purchase & Sale documents to be used as a starting point for negotiations. Both parties are asked to highlight sections for further discussion and add or delete sections as they see fit. The revised versions from both parties are then used to create second drafts of documents and the process is repeated. Typically, by the end of third drafts we are ready for final execution documents that are sent to the practice accountant and corporate attorney for approval prior to being bound and mailed to each party for signature.

If we are advising one party only, our process depends greatly on the drafting attorney’s process. If the drafting attorney uses a Letter of Intent to define the overall transition terms, then we will advise our client as to what the industry standard is for the specific situation and educate our client about the various options available in order to come to an understanding of what it is our client desires for the overall transition plan. We will then communicate with the drafting attorney to insure that our client’s wishes are made known.

Whenever a disagreement appears, there must eventually be a compromise. We will advise our client about where the discrepancy exists, which party is being advantaged and how the other party is being disadvantaged and then advise our client about a possible solution to the situation. Then, we will communicate with the opposing counsel to resolve the conflict and progress toward final, execution documents.

When the Closing date arrives, both parties will convene at the local practice attorney’s office (or some similar location) to sign and date all copies of closing documents.